SUBSCRIPTION AGREEMENT
September
29, 2006
To
the
Board of Directors of
Gentlemen:
The
undersigned, [___________], hereby subscribes for and agrees to purchase
[___________] warrants (“Founder Warrants”), each to purchase one share of
common stock, of Advanced Technology Acquisition Corp. (the “Corporation”), at
$1.00 per Insider Warrant for an aggregate purchase price of [___________]
(the
“Purchase Price”). The purchase and issuance of the Founder Warrants shall occur
simultaneously with the consummation of the Corporation’s initial public
offering of securities (“IPO”). The Founder Warrants will be sold to the
undersigned on a private placement basis and not as part of the
IPO.
At
least
24 hours prior to the effective date of the registration statement filed in
connection with the IPO (“Registration Statement”), the undersigned shall
deliver the Purchase Price to Proskauer Rose LLP to hold until the Corporation
consummates the IPO. Simultaneously with the consummation of the IPO, Proskauer
Rose LLP shall deposit the Purchase Price into the trust fund (“Trust Fund”)
established by the Corporation for the benefit of the Corporation’s public
stockholders as described in the Corporation’s Registration Statement, pursuant
to the terms of an Investment Management Trust Agreement to be entered into
between the Corporation and Continental Stock Transfer & Trust Company. In
the event that the IPO is not consummated, Proskauer Rose LLP shall return
the
Purchase Price to the undersigned, without interest or deduction.
The
undersigned represents and warrants that it has been advised that the Founder
Warrants have not been registered under the Securities Act; that it is acquiring
the Founder Warrants for its account for investment purposes only; that it
has
no present intention of selling or otherwise disposing of the Founder Warrants
in violation of the securities laws of the United States; that it is an
“accredited investor” as defined by Rule 501 of Regulation D promulgated under
the Securities Act of 1933, as amended (the “Securities Act”); and that it is
familiar with the proposed business, management, financial condition and affairs
of the Corporation.
Moreover,
the undersigned agrees that it shall not sell or transfer the Founder Warrants
or any underlying securities (collectively, “Insider Securities”) until after
the Corporation consummates a merger, capital stock exchange, asset acquisition,
stock purchase or other similar business combination with a technology or
technology-related business that has operations or facilities located in Israel,
or that intends to establish operations or facilities in Israel, such as
research and development, manufacturing or executive offices, following our
initial business combination (“Business Combination”) and acknowledges that the
certificates for such Founder Warrants shall contain a legend indicating such
restriction on transferability. Additionally, the undersigned hereby waives,
with respect to the Insider Securities, any and all right, title, interest
or
claim of any kind (“Claim”) in or to any distribution of the Trust Fund and any
remaining net assets of the Corporation as a result of the liquidation of the
Company with respect to the Founder Warrants and hereby waives any Claim the
undersigned may have in the future as a result of, or arising out of, any
contracts or agreements with the Company and will not seek recourse against
the
Trust Fund for any reason whatsoever.
At
any
time and from time to time, with respect to the Founder Warrants, so long as
such warrants are held by [_______] or its affiliates, the holder of such
warrants may pay the exercise price by surrendering its warrants for that number
of shares of common stock equal to the quotient obtained by dividing (x) the
product of the number of shares of common Stock underlying the warrants,
multiplied by the difference between the exercise price of the warrants and
the
“Fair Market Value” (defined below) by (y) the Fair Market Value. The “Fair
Market Value” shall mean the average reported last sale price of the common
stock for the five trading days ending on the trading day prior to the date
on
which the warrants are exercised.
The
undersigned agrees not to seek recourse against the Trust Account for any reason
whatsoever in connection with his, her or its purchase of the Founder Warrants
or any Claim that may arise now or in the future.
[REMAINDER
OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGES FOLLOWS]
Very truly yours, | |||
By:
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Name: |
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Title: |
Agreed
To
and Accepted By:
ADVANCED TECHNOLOGY ACQUISITION CORP. | |||
By:
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Name: |
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Title: |
PROSKAUER ROSE LLP | |||
By:
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Name: Xxxxx X. Xxxxxxxx |
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Title: Partner |
[Signature
Page to Subscription Agreement]